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JACOBS ENGINEERING GROUP INC.
1989 EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated)
February 21, 1992
1. Purposes of the Plan.
This Employee Stock Purchase Plan (the "Plan") is intended to encourage
stock ownership by employees of Jacobs Engineering Group Inc. (the "Company")
and certain subsidiaries of the Company. The Plan is intended to qualify as an
employee stock purchase plan under Section 423 of the Internal Revenue Code.
2. Administration.
The Plan shall be administered by a committee (the "Committee")
appointed by the Board of Directors of the Company (the "Board") from among its
members and shall be comprised of not less than three (3) members of the Board.
Unless and until its members are not qualified to serve on the Committee
pursuant to the provisions of the Plan, the Compensation and Benefits Committee
of the Board shall function as the Committee. Members of the Committee shall be
members of the Board who are not eligible to participate under the Plan or any
other plan of the Company or its affiliates authorizing discretionary grants or
awards of stock, stock options or stock appreciation rights and who have not
been eligible to so participate for at least one (1) year prior to service as an
administrator of the Plan. Eligibility requirements for members of the
Committee shall comply with Rule 16b-3 promulgated pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act") or any successor rule or
regulation. No person, other than members of the Committee, shall have any
discretion concerning decisions regarding the Plan except as otherwise provided
in this Plan. The Committee is authorized to construe and interpret the Plan,
to define the terms used herein, to prescribe, amend and rescind rules and
regulations for the administration of the Plan, and to take any other action in
connection with the administration of the Plan and options granted hereunder
that it deems proper.
3. Grant of Options.
The Company shall grant to all eligible employees options to purchase
Common Stock of the Company in accordance with this Plan. All employees granted
options under the Plan shall have the same rights and privileges.
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An option may be granted effective only on the first day of a six-
month election period referred to in Paragraph 5 of the Plan. No option shall
be treated as granted prior to the first day of such election period.
4. Eligible Employees.
The employees eligible to receive options under the Plan shall be all
employees of the Company and all corporations that now are or hereafter become
domestic United States subsidiary corporations (as defined in Section 425(f) of
the Internal Revenue Code) and all employees of any foreign subsidiary
corporation designated from time to time by the Board of Directors. The Board
of Directors of the Company may change the designation of participating
subsidiaries at any time.
However, options shall not be granted to employees who normally work
fewer than 20 hours each week, employees who normally work five or fewer months
during the fiscal year of the Company, and employees who have completed less
than one year of service with the Company or a participating subsidiary of the
Company.
Employees of companies that have become subsidiaries by reason of
having been acquired by the Company or a subsidiary and companies that have been
merged with the Company or a subsidiary shall receive credit for the time they
have worked for such acquired or merged company.
Any employee who would own more than five percent of the Common Stock
in the Company immediately after an option under this Plan is granted shall also
be excluded from eligibility. Stock that the employee may purchase under all
outstanding stock options granted to him by the Company shall be treated as
stock owned by the employee for such purposes, even though the option is not
presently exercisable.
5. Exercise of Option
The employee may exercise the option to acquire the stock by
completing a Payroll Deduction Authorization Form in such form as shall have
been approved from time to time by the Committee. The election to exercise the
option shall be effective for a six month election period. The six-month
election periods shall be from September 1 to February 28/29, and from March 1
to August 31 of each year. The election shall be irrevocable.
In no event may an option be exercised later than the period of time
specified in Section 423(b)(7)(B) of the Internal
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Revenue Code. The option shall be treated as exercised on the last day of the
six-month election period.
6. Payment of Purchase Price.
If an employee exercises an option to purchase stock of the Company
under the Plan, the employee shall pay for the stock with after-tax salary
reduction contributions. The Company shall reduce an employee's salary or wages
by any integral percentage from 2% to 15% of basic compensation. The employee's
basic compensation shall include only regular fixed basic compensation, and
shall not include any bonus, overtime payment, contribution to an employee
benefit plan or other similar payment or contribution.
The employee shall specify the amount of salary reduction on the
Payroll Deduction Authorization Form referred to above. The salary reduction
contributions shall continue throughout the six-month election period.
As soon as practical after the end of the six-month election period, the
Company shall issue to the eligible employees who have exercised their options
Common Stock of the Company at the discounted prices specified in Paragraph 8 of
this Plan. The number of shares purchased shall be based upon the aggregate
amount of salary reduction contributions during the six-month election period.
No interest shall accrue on the salary reduction contributions prior to purchase
of the Common Stock.
7. Fractional Shares.
The Committee shall not purchase fractional shares. In the event that
the amount of salary reduction contributions of any employee is not exactly
equal to the purchase price for a whole number of shares, then any excess amount
shall be used to purchase additional shares of Common Stock during the next six-
month election period, or refunded to the employee without interest in the event
that the employee does not elect to purchase Common Stock during the next six-
month election period.
8. Purchase Price.
The purchase price for the Common Stock shall be the lower of (a) 90%
of the fair market value of the Common Stock on the first day of a six-month
election period for which an option has been exercised, or (b) 90% of the fair
market value of the Common Stock on the last day of such election period. In no
event shall the purchase price be less than the price specified in Section
423(b)(6) of the Internal Revenue Code.
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The fair market value for such purposes shall be the closing price of the
Common Stock on the composite transactions report of the national securities
exchange on which the Common Stock is then listed for the day on which the value
is to be determined. If such date is a Saturday, Sunday, legal holiday or other
date on which such exchange is closed, then the fair market value shall be
determined as the closing price on the first immediately preceding trading date.
9. Stock Subject to the Plan.
The total number of shares of Common Stock authorized to be issued
under this Plan is one million (1,000,000) shares, subject to adjustment as
provided in Paragraph 17. These shares may be authorized but unissued shares,
or issued shares which have been reacquired by the Company from any person.
10. Maximum Amount of Option Stock.
The maximum fair market value of Common Stock which an employee may
accrue the right to purchase under the Plan and any other employee stock
purchase plan of the Company or any subsidiary in any calendar year may not
exceed $25,000. The fair market value of the Common Stock for such purposes
shall be determined on the date that each option is granted (on the first day of
each six-month election period).
The maximum number of shares that an employee may purchase for any
six-month election period shall be determined on the first day of the election
period. The maximum number shall be determined by dividing 15 percent of total
salary or wages to be earned by each employee during the six-month election
period (based on the assumption that the employee's basic compensation does not
change after the first day of the election period) by an amount equal to 90% of
the fair market value of the Common Stock on the first day of the election
period. Any excess withholdings shall be used to buy Common Stock during the
next six-month election period or refunded to the employee without interest in
the event the employee does not elect to purchase Common Stock during the next
six-month election period.
11. Restrictions on Transferability.
An employee may not transfer an option other than by will or the laws
of descent and distribution or pursuant to a qualified domestic relations order
as defined by the Internal Revenue Code of 1986, as amended, or Title I of the
Employee Retirement Income Security Act. Only the employee may exercise an
option during his lifetime.
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12. Termination of Employment.
In the event that an eligible employee ceases to be employed by the
Company or a participating subsidiary for any reason, including death,
disability, retirement or voluntary or involuntary termination, then the
employee's rights under the Plan shall terminate. The Company shall refund to
the employee without interest the salary reduction contributions made by the
employee during the election period in which termination occurs.
13. Rights as a Stockholder.
No employee shall have any rights as a stockholder as to shares being
purchased during any six-month election period until after the end of a six-
month election period when the Common Stock has actually been issued to the
employee. No adjustment shall be made or additional amount paid as a result of
dividends or other rights for which the record date is prior to the date of such
issuance.
14. Listing, Registration and Qualification of Shares
The issuance of Common Stock under this Plan shall be subject to
applicable securities and other laws, including listing of the Common Stock on
all stock exchanges on which the Common Stock may be, from time to time, listed
and the registration of the Common Stock and options under the Securities Act of
1933.
15. Term of the Plan.
The term of the Plan shall be for a period of 10 years commencing on
March 1, 1989 and ending on February 28, 1999.
16. Amendments.
The Board may terminate the Plan, in whole or in part, may suspend
the Plan, in whole or in part, from time to time and may amend the Plan from
time to time, including the adoption of amendments deemed necessary or desirable
to qualify the Plan under the laws of various countries (including tax laws) and
under rules and regulations promulgated by the Securities and Exchange
Commission (the "SEC") with respect to employees who are subject to the
provisions of Section 16 of the 1934 Act, or to correct any defect or supply an
omission or reconcile any inconsistency in the Plan or in any option granted
thereunder, without the approval of the stockholders of the Company; provided,
however, that no action shall be taken without the approval of the stockholders
of the Company to increase the number of shares of Stock on which options may be
granted, or materially increase the benefits accruing to participants under the
Plan, or materially modify the requirements as to eligibility
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for participation in the Plan, or withdraw administration from the Committee, or
permit any person while a member of the Committee to be eligible to receive,
other than pursuant to a non-discretionary formula plan, a grant or award of a
stock option, a stock appreciation right or other equity security of the
Company. Without limiting the foregoing, the Committee may make amendments or
adopt rules and procedures applicable or inapplicable only to participants who
are subject to Section 16 of the 1934 Act.
No amendment or termination or modification of the Plan shall in any
manner affect any option theretofore granted without the consent of the
optionee, except that the Committee may amend or modify the Plan in a manner
that does affect options theretofore granted upon a finding by the Committee
that such amendment or modifications is in the best interest of holders of
outstanding options affected thereby.
This Plan is intended to comply with all applicable requirements of
Rule 16b-3 or its successors under the 1934 Act, insofar as participants subject
to Section 16 of that Act are concerned. To the extent any provision of the
Plan does not so comply, and cannot for any reason be amended by the Board, the
provision shall, to the extent permitted by law and deemed advisable by the
Committee, be deemed null and void with respect to such participants.
17. Adjustments for Changes in Common Stock.
In the event of any stock split, stock dividend, recapitalization,
merger, consolidation, reorganization or other similar event, the Board shall
make appropriate and proportionate adjustments, including the substitution and
issuance of shares in any successor corporation for Common Stock of the Company
to be issued under the Plan, to the maximum number of shares subject to the
Plan, and the price per share subject to outstanding options.
18. Miscellaneous.
This Plan is subject to all of the requirements of Section 423 of the
Internal Revenue Code and the regulations thereunder.
This Plan shall not confer any right on an employee to continue in the
employment of the Company or any subsidiary or division of the Company.
The Company shall not be obligated to issue any shares of Common Stock
under the Plan unless and until there has been compliance with such laws and
regulations as the Company deems applicable.
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